Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information provided by the Company for inclusion in the Schedule 13E-3 or the Proxy Statement (the “Company Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and (ii) at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information that is contained or incorporated by reference in the Schedule 13E-3 or the Proxy Statement other than with respect to the Company Information as forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange Act.

Proxy Statement; Other Information. None of the information provided by the Company for inclusion in the Schedule 13E-3 or the Proxy Statement (the “Company Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and (ii) at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information that is contained or incorporated by reference in the Schedule 13E-3 or the Proxy Statement other than with respect to the Company Information as forth in this Section 4.01(j). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Proxy Statement; Other Information. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in the Company Schedule 13E-3 and the proxy statement or information statement to be disseminated to the Proxy Statement stockholders of the Company in connection with the Company Meeting (such proxy statement or information statement, as amended or supplemented, the “Company InformationProxy Statement”) will, in at the case date it is first disseminated to the stockholders of the Schedule 13E-3, as of the date of its filing Company and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and (ii) at the time of the Stockholders’ Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Company Schedule 13E-3 and the Proxy Statement will, at the time of the Company Meeting, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information that supplied by Parent, Merger Sub or any affiliate or Representative of Parent or Merger Sub which is contained or incorporated by reference in the Company Schedule 13E-3 or and the Proxy Statement other than with respect to the Company Information as forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange ActStatement.

Proxy Statement; Other Information. None of the information provided by the Company Parent or Merger Sub with respect to itself or its Affiliates for inclusion in the Schedule 13E-3 or the Proxy Statement (the “Company Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and the date of each amendment or supplement thereto and, in the case of the Proxy Statement, (ia) at the time of the mailing of the Proxy Statement or any amendments amendment or supplements thereto, supplement thereto and (iib) at the time of the StockholdersShareholders’ Meeting, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information that is contained or incorporated by reference in the Schedule 13E-3 or the Proxy Statement other than with respect to Parent, Merger Sub, the Company Information Sponsors or the Rollover Shareholders as set forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange Act5.6.

Proxy Statement; Other Information. None of the information provided by the Company for inclusion in the Schedule 13E-3 or the Proxy Statement (the “Company Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and (ii) at the time of the StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information that is contained or incorporated by reference in the Proxy Statement or the Schedule 13E-3 or the Proxy Statement other than with respect to the Company Information as set forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange Actparagraph.

Proxy Statement; Other Information. None of the information provided by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 13E-3 or the Proxy Statement (the “Company Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and the date of each amendment or supplement thereto andor, in the case of the Proxy Statement, (i) at the time of each of (a) the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and (iib) at the time of the StockholdersShareholders’ Meeting, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding For the foregoingavoidance of doubt, the Company neither Parent nor Merger Sub makes no representation any representations or warranty warranties with respect to any information that is contained supplied by the Company or incorporated by reference any of the Company’s Representatives for inclusion or incorporation in the Schedule 13E-3 or the Proxy Statement other than with respect to or the Company Information as forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange ActSchedule 13E-3.

Proxy Statement; Other Information. None of the information provided by the Company Merger SPV with respect to itself for inclusion in the Schedule 13E-3 or the Proxy Statement (the “Company Merger SPV Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and (ii) at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company Merger SPV makes no representation or warranty with respect to any information that is contained or incorporated by reference in the Proxy Statement or the Schedule 13E-3 or the Proxy Statement other than with respect to the Company Merger SPV Information as set forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange Act5.05.

Proxy Statement; Other Information. None of the information provided by the Company for inclusion Parent or its Subsidiaries to be included in the Schedule 13E-3 or the Proxy Statement (the “Company Information”) will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and (ii) at the time of the Stockholders’ Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company neither Parent nor Merger Sub makes no any representation or warranty with respect to any information supplied by the Company or any of its Representatives that is contained or incorporated by reference in the Schedule 13E-3 Proxy Statement or the Proxy Statement other than with respect to the Company Information as forth in this Section 4.01(j). The Proxy Statement will comply in all material respects with the requirements of the Exchange ActSchedule 13E-3.